UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41753 KEEN VISION ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or ...

Financial Overview - The company completed its IPO on July 27, 2023, raising gross proceeds of $149.5 million from the sale of 14,950,000 Units at $10.00 per Unit[28]. - A Private Placement with KVC Sponsor LLC generated total proceeds of $6.79 million from the sale of 678,575 Private Units at $1.00 per Unit[29]. - The total net proceeds of $151.37 million from the IPO and Private Placement were deposited in a Trust Account for the benefit of public shareholders[30]. - For the year ended December 31, 2024, the company reported a net income of $7,409,180, primarily from dividend and interest earned on marketable securities held in the Trust Account[143]. - The company had a net income of $1,454,758 for the year ended December 31, 2023, with dividend income of $1,933,397 from marketable securities[144]. - As of December 31, 2024, the company had cash of $54,548 and investments held in the Trust Account of $70,373,065[134]. - The company incurred $6,597,980 in IPO-related costs, including $2,990,000 in underwriting fees[136]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[145]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 to its Sponsor for administrative services starting from August 1, 2023[146]. - The company is committed to paying a Deferred Discount of 2% of the gross offering proceeds from its Initial Public Offering, amounting to $2,990,000, to the underwriter upon consummation of the Business Combination[148]. - As of December 31, 2024, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury obligations with a maturity of 180 days or less[155]. Business Combination Plans - The company has entered into a Merger Agreement with Medera, with an aggregate consideration of $622.56 million, payable in newly issued shares valued at $10.00 per share[35]. - The Merger Agreement will result in the issuance of approximately 62,578,505 PubCo Ordinary Shares to Medera shareholders at the closing of the transaction[35]. - The company intends to utilize cash from the IPO and private placement for business combinations, with no specific allocation for other purposes[41]. - Target businesses must have a fair market value of at least 80% of the trust account balance at the time of the business combination agreement[49]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may also consider less than 100% acquisitions[49]. - If the company cannot complete its Initial Business Combination by March 27, 2025, it will redeem 100% of outstanding public shares[139]. - The company has extended the deadline to complete its initial business combination to March 27, 2025, after depositing $200,000 for each one-month extension[61]. - A total of 5 promissory notes have been issued to the sponsor, amounting to $1,000,000, which will not be repaid if the business combination is not completed[62]. - If the business combination is not completed, the company will redeem 100% of outstanding public shares for a pro rata portion of the funds in the trust account, with a potential redemption price of $10.125 per share[63][76]. - Public shareholders may have to wait up to 21 months after signing a letter of intent to receive a pro rata share of the trust account[57]. Target Business Criteria - The company aims to focus on target businesses in biotechnology, consumer goods, and agriculture, emphasizing sustainability and ESG imperatives[26][31]. - The company intends to target firms with a total enterprise value not exceeding $1 billion, with strong growth potential and industry leadership[38]. - The selection process for potential acquisitions will leverage a broad network of contacts, including investment bankers and private business owners[36]. - The company seeks to acquire businesses with resilient models that can adapt to market changes and demonstrate potential for revenue and earnings growth[40]. - The evaluation of target businesses will include factors such as financial condition, growth potential, and competitive position[44]. - The company may need to seek third-party financing if working capital conditions are imposed by a target business[57]. Regulatory and Market Risks - The company may pursue acquisitions of businesses based in China, which could expose it to regulatory risks and uncertainties associated with Chinese laws[80]. - Approval from Chinese authorities may be required for the company to continue listing on U.S. exchanges post-business combination[81]. - The company has not received any denial from Chinese authorities to list on U.S. exchanges, but future regulations could adversely affect operations[83]. - The company faces uncertainties regarding future actions by the PRC government that could significantly affect its ability to offer securities to investors, potentially leading to a material adverse change in the value of its securities[86]. - The company is subject to risks related to acquiring a China-based company, including potential delays in development and increased operating costs[87]. Corporate Governance - The company’s management team has over 55 years of combined experience in private equity investments, corporate operations, and mergers and acquisitions[19]. - The company’s management believes that its status as a public entity may provide a competitive advantage in acquiring target businesses with significant growth potential[108]. - The company’s obligation to seek shareholder approval for business combinations may delay or prevent transaction completion, impacting its competitive position[107]. - The company’s outstanding warrants may represent potential future dilution, which could affect its attractiveness to target businesses[107]. - The company has adopted a code of conduct and ethics applicable to directors, officers, and employees[209]. - All ongoing and future transactions with officers and directors will require prior approval by the audit committee and a majority of independent directors[207]. - The company will not consummate an initial business combination with an entity affiliated with officers or directors without independent fairness opinions and approval from disinterested directors[208]. - Directors owe fiduciary duties under BVI law, including a duty of care to act diligently[199]. - Directors may have conflicts of interest due to their involvement in other business activities[198]. - The audit committee consists of independent directors and is chaired by Mr. Peter Ding, focusing on financial statement reviews and risk management policies[191]. - The compensation committee, chaired by Prof. Albert Yu, is responsible for reviewing executive compensation plans and ensuring compliance with disclosure requirements[196]. - The company will only enter into business combinations approved by a majority of Independent Directors[188]. - Mr. Peter Ding is qualified as an "audit committee financial expert" under SEC rules[192]. - The nominating committee, chaired by Mr. William Chu, oversees the selection of board nominees and considers qualifications such as independence and relevant experience[194]. - The company has established procedures for handling complaints regarding accounting and internal controls[193]. - All filing requirements under Section 16(a) of the Securities Exchange Act have been complied with in a timely manner by executive officers and directors[211]. Internal Controls and Reporting - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2024, by its Certifying Officers[158]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[161]. - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[149]. - The company accounts for its ordinary shares subject to possible redemption in accordance with ASC Topic 480, classifying them as either liabilities or temporary equity based on certain conditions[153]. - The company’s warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 480[152]. - The company has not considered the effect of warrants sold in the Initial Public Offering and private placements in the calculation of diluted net income (loss) per share, as their exercise is contingent upon future events[154].

IPO and Financial Proceeds - The company completed its Initial Public Offering on July 27, 2023, raising gross proceeds of $149,500,000 from the sale of 14,950,000 units at $10.00 per unit[105]. - The company incurred transaction costs of $6,597,980 related to the IPO, including $2,990,000 in underwriting commissions[106]. - The company intends to use the net proceeds from the IPO primarily for acquiring target businesses and covering related expenses[120]. - As of September 30, 2024, the company had cash of $40,504, with total net proceeds from the IPO and private placement amounting to $151,368,750 deposited in the Trust Account[117][119]. Financial Performance - For the nine months ended September 30, 2024, the company reported a net income of $6,600,651, compared to a net loss of $310,566 for the same period in 2023[114]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[123][124]. - Diluted income (loss) per share is the same as basic income (loss) per share for the periods presented due to the absence of other dilutive securities[131]. - The Company calculates net income (loss) per share in accordance with ASC Topic 260, considering undistributed income (loss) allocable to redeemable and non-redeemable shares[131]. Business Combinations - The company entered into a non-binding letter of intent on March 22, 2024, with a clinical stage biopharmaceutical company for a potential business combination[108]. - A merger agreement was signed on September 3, 2024, with Medera Inc., valuing 100% of Medera's shares at $622,560,000[110][111]. - The company has the option to extend the business combination deadline to November 27, 2024, through an unsecured promissory note[112]. Warrants and Equity - The company’s warrants allow holders to purchase ordinary shares at a price of $11.50 per share[118]. - The warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 480[131]. - As of September 30, 2024, the Company has not considered the effect of the warrants sold in the Initial Public Offering and private warrants to purchase an aggregate of 15,628,575 shares in the calculation of diluted net income (loss) per share[131]. - Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations[130].

IPO Details - The company completed its Initial Public Offering on July 27, 2023, selling 1,495,000 units at $10.00 per unit, generating gross proceeds of $149,500,000[96]. - The company incurred transaction costs of $6,597,980 related to the IPO, including $2,990,000 in underwriting commissions[97]. - The warrants issued during the IPO meet the criteria for equity classification under ASC 480[119]. Financial Performance - For the six months ended June 30, 2024, the company reported a net income of $5,040,728, compared to a net loss of $4,877 for the same period in 2023[102]. - For the three months ended June 30, 2024, the company reported a net income of $1,774,353, compared to a net loss of $845 for the same period in 2023[103]. Cash and Proceeds - As of June 30, 2024, the company had cash of $261,354, with total net proceeds from the IPO and private placement amounting to $151,368,750 deposited in the Trust Account[104][106]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses[107]. Business Combination Plans - The company entered into a non-binding letter of intent on March 22, 2024, with a clinical stage biopharmaceutical company as a potential business combination target[98]. - The company has until October 27, 2024, to complete its initial business combination, with an automatic six-month extension available[99]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024[111][112].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 British Virgin Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share and one redeemable warrant to acquire one ordinary share KVACU The Nasdaq Stock Market LLC Ordinary Shares, $0.0001 par value KVAC The Nasdaq Stock Market LLC Warrants KVACW The Nasdaq Sto ...

IPO and Financing - The company completed its Initial Public Offering (IPO) on July 27, 2023, raising gross proceeds of $149,500,000 from the sale of 14,950,000 units at $10.00 per unit[124]. - A total of $151,368,750 from the IPO and private placement was deposited in a Trust Account for the benefit of public shareholders[126]. - The company incurred $6,597,980 in IPO-related costs, including $2,990,000 in underwriting fees[132]. - The company generated total proceeds of $6,785,750 from the private placement of 678,575 units at $10.00 per unit[236]. - The company completed a sale of units in an initial public offering, netting $142,902,020, which significantly bolstered its capital structure[280]. - The company has $151,368,750 held in a Trust Account, which will be invested in U.S. government treasury bills[292]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $1,454,758, primarily from dividend income of $1,933,397 and interest income of $37, offset by operating costs of $478,676[139]. - The company reported a net income of $1,454,758 for the year ended December 31, 2023, compared to a net loss of $693 in 2022[285]. - The accumulated deficit decreased to $(3,659,998) in 2023 from $(3,766) in 2022, showing improvement in financial health[272]. - Basic and diluted net income per share for ordinary shares subject to possible redemption was $0.25 in 2023, while the net loss per share for ordinary shares not subject to possible redemption was $(0.05)[275]. - The company generated $1,933,395 in interest income from investments held in the trust account during 2023[275]. - Total current assets increased to $865,615 in 2023 from $80,307 in 2022, reflecting a substantial growth in liquidity[271]. - Total current liabilities were reported at $14,000 in 2023, a decrease from $173,573 in 2022, suggesting improved debt management[271]. - The total shareholders' equity (deficit) as of December 31, 2023, was $(2,138,385), an improvement from $(3,766) in 2022[272]. Business Combination and Operations - The company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[129]. - If the company fails to complete its initial business combination by April 27, 2024, it will redeem 100% of its outstanding public shares[136]. - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 after payment of deferred underwriting commissions[294]. - The company must complete a Business Combination by April 27, 2024, or it will trigger an automatic winding up and liquidation process[303]. - The company has incurred significant costs related to its financing and acquisition plans, which are expected to continue[303]. - The company has agreed to indemnify the Trust Account against claims that could reduce the per-share value below $10.125[302]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[288]. Governance and Compliance - The audit committee consists of independent directors Mr. Peter Ding, Mr. William Chu, and Prof. Albert Yu, with Mr. Ding serving as Chairperson[189]. - The audit committee's responsibilities include reviewing annual audited financial statements and discussing significant financial reporting issues[189]. - The company will only enter into business combinations approved by a majority of independent directors[186]. - The company has established guidelines for selecting director nominees, emphasizing independence and relevant expertise[194]. - The company has a code of conduct and ethics applicable to its directors, officers, and employees[216]. - The company has established a related party policy to avoid conflicts of interest in transactions exceeding $120,000 annually[241]. Risks and Concerns - The company reported a significant working capital deficiency, raising substantial doubt about its ability to continue as a going concern[266]. - There is substantial doubt about the company's ability to continue as a going concern if a Business Combination is not consummated by the deadline[306]. - The company may need to conserve liquidity by curtailing operations or reducing overhead expenses if additional financing is not obtained[306]. - The company is subject to risks associated with early-stage and emerging growth companies[287]. Audit and Financial Reporting - The independent auditor's report states that the financial statements present fairly the financial position of the company as of December 31, 2023, and 2022[265]. - The financial statements are prepared in conformity with accounting principles generally accepted in the United States[265]. - The company has been audited since 2023, with the audit conducted in accordance with PCAOB standards[270]. - The audit committee did not pre-approve all services rendered prior to its formation, but will pre-approve all future auditing and permitted non-audit services[250].

IPO Details - The company completed its Initial Public Offering on July 27, 2023, selling 14,950,000 Units at $10.00 per Unit, generating gross proceeds of $149,500,000[94]. - Transaction costs related to the IPO amounted to $6,597,980, including $2,990,000 in underwriting commissions[95]. - On July 27, 2023, the company sold 678,575 Private Units at a price of $10.00 per unit, generating gross proceeds of $6,785,750[121]. - A total of $151,368,750 of the net proceeds from the Initial Public Offering and the private placement was deposited in a trust account for the benefit of public stockholders[122]. - The Private Units sold are identical to those in the Initial Public Offering, with no underwriting discounts or commissions paid[121]. Financial Performance - The company incurred a net loss of $310,566 for the three months ended September 30, 2023, compared to a net loss of $218 for the same period in 2022[98][99]. - As of September 30, 2023, the company had cash of $735,412, with total net proceeds from the IPO and private placement amounting to $151,368,750 deposited in a Trust Account[100][102]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[107][108]. Future Plans - The company plans to use substantially all net proceeds from the IPO to acquire target businesses and cover related expenses[103]. - The company has not selected any business combination target as of the report date[93]. Accounting and Controls - The company has not identified any significant critical accounting estimates affecting its financial statements[110]. - The company’s disclosure controls and procedures were deemed effective as of September 30, 2023[116]. Warrant Information - Each warrant from the IPO entitles the holder to purchase one ordinary share at a price of $11.50 per share[119].

Financial Performance - As of June 30, 2023, the company reported a net loss of $845 for the three months and $4,877 for the six months, compared to a net income of $1 and a net loss of $175 for the same periods in 2022[84]. - The company had cash of $4,664 as of June 30, 2023, with no long-term debt or significant liabilities reported[85][92]. - The company anticipates increased expenses due to public company compliance and due diligence activities following the IPO[83]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on July 27, 2023, raising gross proceeds of $149,500,000 from the sale of 14,950,000 Units at $10.00 per Unit[80][86]. - The company also sold 678,575 Private Placement Units for gross proceeds of $6,785,750, bringing total gross proceeds to $156,285,750[81]. - A total of $151,368,750 from the IPO and private placement proceeds was deposited in a Trust Account for the benefit of public shareholders[87]. - The company plans to use the net proceeds primarily for acquiring target businesses and covering related expenses[88]. Financial Structure - The company has no off-balance sheet financing arrangements or long-term liabilities as of June 30, 2023[91]. - The company’s warrants issued during the IPO are classified as equity, meeting the criteria under ASC 480[98]. Legal and Risk Factors - The company has no ongoing legal proceedings or significant risk factors disclosed as of the reporting date[102].